You have an ownership stake in TechProse

TechProse is now offering a special benefit: ownership. Through the TechProse Employee Stock Ownership Plan (ESOP), all qualifying TechProse employees share directly in value they create in the company. The ESOP is being offered in addition to our already very competitive package of employee benefits.

What is an ESOP?

You probably already know about a 401(k). An ESOP is another retirement benefit, regulated under the same IRS code as that plan. A company makes contributions each year, and those contributions are distributed to the accounts of qualifying employees. There are tax advantages for the company, and retirement advantages for the employees that make the ESOP a win-win for both.

How does it work?

TechProse makes contributions to the ESOP each year, and those contributions are distributed to you with no investment of your funds. That's right, TechProse makes all financial contributions to the ESOP.

You don't need to enroll in the plan or fill out any paperwork to get started. As a qualifying participant, as TechProse grows and becomes more successful, you benefit directly through growth in value of the TechProse contributions in your account. Upon retirement or other qualifying event, you receive those benefits.

What if I'm not a full-time employee?

It doesn't matter. The qualifications are the same for hourly and full-time workers. You qualify if you:

	Are a W-2 employee of TechProse
	Worked at least 1,000 hours in any calendar year after January 1, 2005

Once you satisfy these requirements, you are automatically enrolled in the ESOP even if there is a gap between your TechProse assignments. As long as the gap is fewer than 5 years between years in which you work 1,000 hours, you retain your ESOP account.

How do I know how many shares I have and what they are worth?

Each year you will receive a statement that tells you how many shares or what dollar amounts are held in your ESOP account. We'll be sending you more information about this soon.

How is share value calculated?

Each year, an independent appraiser reviews TechProse financial statements, business plans and other relevant information and makes a determination of the "fair market value" of TechProse stock.

Are my shares worth money?

TechProse shares are not publicly traded, but they do have value based on the value of TechProse. When you reach retirement or other distribution event, TechProse gives you or your beneficiaries the "fair market value" for the shares in your account at that time. The magic of the ESOP is that the value of the shares always reflects the value of the company, so they are worth more the better the company does.

This is a stock whose performance you can influence!

How can I increase the value of my shares?

You can increase the value of your shares in at least two ways:

	You are already a high-performer, or you wouldn't be part of the TechProse team. Your great work is the foundation of our reputation, and our reputation is one cornerstone of the value of our company.
	Referring potential business opportunities or consultants to TechProse is the best way you can help TechProse grow. Not only is there an immediate cash bonus if we get a new project or work with the consultant you refer, this is how we grow our business and, therefore, the value of our stock.

What's next?

Within the next few weeks you will receive a statement showing the value of your current account along with an explanation of how to read your statement.

Please feel free to contact Larry directly at larry@techprose.com or (925) 299-3900 x109 if you have questions about this new benefit and how it will work for you.

Sincerely,

Meryl Natchez and Larry Rafferty, Trustees